To evaluate the noise reduction potential for tiltrotor aircraft, a series of three XV- 15 acoustic flight tests were conducted over a five-year period by a NASA/Army/Bell Helicopter team. Lower hemispherical noise characteristics for a wide range of steady-state terminal area type operating conditions were measured during the Phase I test and indicated that the takeoff and level flight conditions were not significant contributors to the total noise of tiltrotor operations. Phase I results were also used to design low-noise approach profiles that were tested later during the Phase 2 and Phase 3 tests. These latter phases used large area microphone arrays to directly measure ground noise footprints. Approach profiles emphasized noise reduction while maintaining handling qualities sufficient for tiltrotor commercial passenger ride comfort and flight safety under Instrument Flight Rules (IFR) conditions. This paper will discuss the weather, aircraft, tracking, guidance, and acoustic instrumentation systems, as well as the approach profile design philosophy, and the overall test program philosophy. Acoustic results are presented to document the variation in tiltrotor noise due to changes in operating condition, indicating the potential for significant noise reduction using the unique tiltrotor capability of nacelle tilt. Recommendations are made for a final XV-15 test to define the acoustic benefits of the automated approach capability which has recently been added to this testbed aircraft.